AI Champdany Industries Ltd Directors Report.

TO THE SHAREHOLDERS

Your directors are pleased to present the Annual Report of your Company and the Companys Audited Financial Statements for the financial year ended 31stMarch 2021.

FINANCIAL RESULTS

(Rs. in lacs)
Year ended 31st March, 2021 Year ended 31st March, 2020
Profit before Finance Cost, Depreciation, and Tax (784.81) 1081.80
Finance Cost 590.01 656.43
Depreciation and Amortisation 355.40 386.05
Profit / (Loss) Before Tax (1730.22) 39.32
Provision for Tax:
- Current Tax -
- Deferred Tax (Assets) / Liabilities 18.30 67.00
Profit / (Loss) After Tax (1748.52) (27.68)
Other Comprehensive Income 789.16 (45.11)
Total Comprehensive Income (959.35) (72.79)

DIVIDEND

Your directors do not recommend any dividend on Equity and Preference Shares in view of carry forward loss.

OPERATIONS

During the year sales/income from operations was Rs.66.36 Crores compared to previous year Rs.126.96 Crores. Operations were adversely affected due to unprecedented covid-19 virus resulting in strict lockdowns imposed by the Central Government across the country from 23rd March 2020 to 17th May 2020 followed by subsequent intermittent lock downs imposed by the respective State Governments from time to time. During these periods your company had to suspend its manufacturing operations at different units.As and when operations resumed, normalcy inproduction could not be attained due to acute shortage of Manpower. Moreover raw jute crops was also less in the previous season due to less sowing as large crop was damaged by Amphan Cyclone which hit the State of West Bengal on 22nd may 2020.Management discussion and analysis report annexed with this report provides further information/details on theperformance, future Outlook, etc.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT

on 13th August 2021 the company entered into a development agreement with a real estate developer for joint development of the companys land admeasuring 13.69 Acres of the Shalimar unit (free from all labour liabilities) situated at 39, Shalimar Road, Howrah-711103, West Bengal.

As per the terms of the agreement the developer has undertaken the full responsibility for the development of the said land at its own cost whereas your company as owner of the land will receive an aggregate sum of Rs. 66.26 Crores in phased manner over a period of time .

RISK MANAGEMENT FRAMEWORK

Your company has a Risk Management Framework approved by the Board of Directors. The Risk Management Framework provides the mechanism for risk assessment and its mitigation. The Risk Management framework which has been entrusted to Executive Director &CFO for implementation/administration is being periodically reviewed by the Audit Committee and the Board of Directors.

None of the risks, the company is exposed to as described in appropriate part of financial statements and Management Discussion and Analysis Report, appears significant enough from the standpoint of the existential risk.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN IN WORKPLACE

During the year under review, no complaint of sexual harassment has been received from any women employee.

PARTICULARS OF EMPLOYEES

There was no employee who was in receipt of remuneration exceeding the limit specified in Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Personnel) Rules, 2014.

CHANGES IN SHARE CAPITAL

During the year there was no change in paid up Equity Capital and preference capital of the Company.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company as on the date of this report.

i) Mr. Nirmal Pujara Managing Director upto 14th February 2021 with change of the designation from 15th February 2021 as Whole Time Director on the revised terms and conditions subject to approval of the shareholders for which resolution is being proposed in the ensuing Annual General Meeting with explanatory statement.

ii) Mr. Lalanjee Jha was appointed as Additional Director with effect from 14th November 2020 and reappointed in last AGM dated 30th December 2020 for the tenure of three years with change in his designation as Executive Director and CFO with effect from 14th November 2020.

iii) Mr. Pintu Singh was Company Secretary upto 6th September 2020, Mr. Goutam Mondal was Company Secretary from 14 November 2020 to 1stJanuary 2021 and Mr. Gopal Sharma, Presently the Company Secretary with effect from 30th June, 2021.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required Under Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are set out in a separate statement attached to this report and forms part of it.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act 2013 and Articles of Association of the Company, Mr. D J Wadhwa, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment for approval of the members. The brief profile of Mr. Wadhwa is given in the Notice convening the Annual General Meeting. As per Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a special resolution is required to be passed for his reappointment in view of his having attained the age of more than 75 years. Accordingly, a special resolution is proposed in the Notice of Annual General Meeting.

Appointment :

Mrs. Mina Agarwal was appointed as an Additional Independent Director of the Company with effect from 10th March, 2021. She shall hold office upto the date of the ensuring Annual General Meeting of the Company and being eligible has offered herself for reappointment as an Independent Director. The Board has received the consent from Mrs. Mina Agarwal to act as an Independent Director of the Company.

RESIGNATION

During the year under review, Mr. Pintu Singh, Company secretary has resigned on 06.09.2020 from the post and further in his place Mr. Gautam Mondal, who was appointed on 14.11.2020 has resigned from the post of Company Secretary on 01.01.2021.

DISCLOSURES ON MANAGERIAL REMUNERATION

Details of Managerial Remuneration as required under section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure I of this Report.

STATUTORY AUDITORS & AUDITORS REPORT

M/s. G. Basu& Co., Chartered Accountants (ICAI FRN 301174E) has been appointed as Statutory Auditors of the Company at the Annual General Meeting held on 21stSeptember 2017for a term of Five consecutive years i.e. upto the conclusion of Annual General Meeting to be held in the year 2022.

The Auditors Report on the Financial Statements for the year ended March, 31st ,2021 does not contain any qualification, reservation or adverse remark. The Auditors have not reported any fraud during the year.

COST AUDITORS

Pursuant to provisions of Section 148(1) of the Companies Act, 2013 ,your Board of Directors have re-appointed M/s. M/s N Radhakrishnan & Co., Cost Accountants (Firm Regn No..000056) as Cost Auditors of the Company for the Financial year 2021-2022 for conducting the Audit of Cost records maintained by the company. The Audit of Cost records is in progress and report will be filed with the authority within the prescribed time period in accordance with the Act and relevant rules made thereunder. A proposal for ratification of remuneration of cost Auditors for the FY 2021-22 will be placed before the members of the Company at the ensuing AGM for ratification/approval.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Provisions of Section 134 (5) of the Companies Act, 2013your Directors have confirmed that:

a) In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2021, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/(loss) of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts for the financial year ended 31st March, 2021have been prepared on a going concern basis;

e) They have laid down internal financial controls for the Company which are adequate and are operating effectively and,

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Pursuant to provisions of section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT- 9 is available on the website of the company i.ewww.jute-world/financials/annualreport

SECRETARIAL AUDIT

The Board of Directors have Re-Appointed M/s K. Arun& Co., Company Secretaries (C.O.P. 2270) to carry out the Secretarial Audit for the Financial Year 2021-22.

The Secretarial Audit Report for the Financial Year ended 31st March 2021 is given as Annexure II.

The Report of Secretarial Auditors does not contain any Qualification, Reservation or Adverse Remark.

INTERNAL AUDITORS

The Board of Directors have Appointed M/s.Vimal&Seksaria., A Firm of Chartered Accountants to carry out the Internal Audit for the Financial Year 2021-22

MEETINGS OF THE BOARD

Four Meetings of the Board of Directors were held during the year ended 31st March 2021. Details of composition of Board, Attendance of each Director etc. are provided in the "Report on Corporate Governance".

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Provisions of section 129(3) of the Companies Act 2013 and IND AS-103/110, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiary Company viz., Champdany Constructions Limited.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARY COMPANY

Particulars as required under Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 the salient features of the financial statement of companys subsidiary viz., Champdany Constructions Ltd is given in Form AOC 1 as Annexure III.

LISTING WITH THE STOCK EXCHANGE

The Companys shares are listed on the BSE Ltd. (BSE) and Annual Listing Fees for financial year 2021-22 has been paid to the Stock Exchange.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any asset etc. were passed by the Regulators for or against the Company during the financial year ended 31st March 2021.

MATERIAL CHANGES AFFECTING THE COMPANY

There were no material change and commitment made affecting the financial position of the Company between 1st April,2021s and 28th August,2021 which is the date of the report.

SUSPENSION OF WORK

During the year under review, Wellington Jute Mill (WJM) Unit have been subject to suspension of work for 123 days due to covid and other reasons.

Again, Yarn Unit, Rishra have been subject to suspension of work for 146 days during the year under review due to covid and other reasons.

Further, Fine Yarn Unit have been subject to suspension of work for 67 days during the year under review due to covid and other reasons.

Flax Unit have been subject to suspension of work from for 136 days during the year under review due to covid and other reasons.

Further WJM unit situated at Rishra &Fine Yarn Unit at Jagatdal have been subjected to suspension of work from 28.02.2021 and 12.07.2021 respectively due to escalation in input cost and deterioration in industrial relationship.

However, there has been marked improvement in situation subsequently with the possibility of reopening the two unit in near future.

INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS AND ITS ADEQUACY

The Company has adequate Internal Financial Controls with reference to the Financial Statements.The Companys internal control system is commensurate with the size, scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Audit has been carried out by M/s M. C. Bhandari & Co., Chartered Accountants.

The internal Auditors continuously monitor the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companys risk management with regard to inter alia, Internal financial Control system with reference to the financial statements.

The Audit Committee of your Board Periodically reviews the Internal Audit Report submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

Particulars of Investments made by the Company have been disclosed in note no.38 to the Standalone Financial Statements for the Financial Year Ended 31st March 2021. The Company has not given any loan during the year.

PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES

During the year under review, the Company has not entered into any contract / arrangement with related parties which are materially significant.

All contracts/ arrangements entered into by the Company with its Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015during the year, were in the ordinary course of business and at arms length price. Thus, provisions of Section 188 are not attracted, which have been duly disclosed in Note No. 32to the Standalone Financial Statements for the Financial Year Ended 31st March 2021.

PREVENTION OF INSIDERS TRADING

In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended up-to-date, the Company has adopted a model Code of Conduct for prevention of Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits purchase, sale of shares of the Company by the Directors, Officers and Designated Employees while in possession of the unpublished price sensitive information in relation to the Company. The Company Secretary is the Compliance Officer for the purpose of these Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Report on Corporate Governance and a Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance are attached hereto and form part of the Directors Report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires the conduct of all operations in such a manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

INDUSTRIAL RELATIONS

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work, etc. as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation for the continuous support, encouragement and co-operation received from the Companys bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.

On Behalf of the Board

M. Banerjee

Place: Kolkata (DIN08600440) Directors Dated: 28thAugust, 2021 N. Pujara } (DIN 00047803)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT FOR

A. Industry Structure and Development:

The industry faced acute shortage of Raw jute due to less sowing as well as cyclone Amphan which hit West Bengal on 22nd May 2020 thereby damaging the jute crop. Consequently, prices of Raw Jute reached exorbitant level, highest ever in the history of jute industry. Accordingly, production had to be curtailed by the jute industry and it is hoped that the current year raw jute crop should provide a much-needed relief to the industry with expectation of a good jute crop in the current year season. Although such high Raw jute price were passed on to the consumers but for long-term survival of the industry it is imperative for the industry to remain competitive with reasonable prices of jute while keeping other cost such as wages, etc. under tighter control.

B. Opportunities/Threats, Risks & Concerns:

Opportunities

A) World over there is a move to reduce carbon foot prints and it augers well from the jute industry because of its products being bio degradable and made from natural fibers.

B) Government of India is further discouraging use of plastic packaging and jute being natural fibre has a greater scope for making inroads in the newer areas of applications with growing concerns for plastic uses.

Threats

A) Higher Raw Jute prices and low productivity with high wage cost is a cause for concern for the industry.

B) Shortage of skilled manpower is continuing for last several years which needs to be augmented to enhance capacities utilization which is at a low level currently.

C. Outlook:

There is expectation that because of good weather conditions, ensuing raw jute crop would be a bumper one thereby providing much needed relief to the Industry with comfortable availability of Raw Jute at reasonable prices.

Demand for B. Twill bags from the government procurement Agencies continues to be strong and with the expectation of normal monsoon again this year demand for B. Twill bags would remain good however industry needs to augment production to meet the demand.

With infusion of funds from the development of its closed unit, namely Shalimar, as enumerated in the directors report here in above, your company is taking necessary steps to pare down its Bank borrowing considerably as well as augment its capacity utilization in the manufacturing units. Thecompany plan to revamp certain essential infrastructureand equipmentsso as to improve productivity, efficiency and optimize procurement of Raw jute, stores, spares, etc.

Moreover, your company being highly asset rich is having several parcels of land bank under its fold situated in and around Kolkata which were acquired almost three decades ago. The Company , as part of its program for monetization of non-core assets is continuously exploring the opportunities of monetization of such non-core assets with an action plan to make the company completely debt free as well as to modernize its manufacturing process and infrastructure facilities with the objective of bringing back the company again in the growth trajectory, barring unforeseen circumstances.

D. Internal Control System & Adequacy:

The Company has an effective and adequate internal control system and procedures which are commensurate with its size and nature of business.The Internal control systems are designed in such way that all the assets are safeguarded and protected against loss and all transactions are authorized, recorded and reported correctly. The Audit Committee monitors and evaluates and reviews the Internal Financial Control systems of the Company. Regular Internal Audits and checks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are in place.

E. Financial Performance with respect to Operational Performance:

Sales / Income from operation was Rs.66.36 Crore compared to Rs.126.96 Crore in the previous year.

The Company is trying to revive the operations at Wellington Jute Mill, Yarn and Weaving units at Rishra by appointing a Senior Executive for improvement of operations. Besides, all feasible options are being evaluated as part of restructuring exercise.

F. Material Development in Human Resources/Industrial Relations Front:

The Company continues to rationalize its workforce and put emphasis on providing quality training under the Companys programme.

Yarn Unit and Libra Carpet Unit located at Choudwar, District Cuttack, Odisha, Weaving Unit at Rishra, Yarn and Weaving Unit at Konnagar continued to be under suspension of work.

G. Cautionary Statements:

Certain statements in this report may be construed as forward looking statements which have been made as required by laws and regulations, as applicable. There are several factors, which would be beyond the control of management and as such, may affect the actual results, which could be different from that envisaged.

On Behalf of the Board
M.Banerjee
Place: Kolkata (DIN08600440) } Directors
Dated: 28thAugust, 2021 N.Pujara
(DIN 00047803)